SEC Form 4 · accession 0001140361-16-085932
RACKSPACE HOSTING, INC. · RAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lew Moorman
Director
Period of report
Nov 3, 2016
Accepted (ET)
Nov 10, 2016 · 8:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001107694
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 2, 2016 | G | 51,275 | $0.00 | A | 51,275 | I | Held by Lew & Laura Moorman Charitable Fund |
| Common Stock | Nov 2, 2016 | D | 51,275 | $0.00 | D | 0 | I | Held by Reporting Person's Wife |
| Common StockF1,F2 | Nov 3, 2016 | D | 224,255 | — | D | 0 | D | |
| Common StockF1,F2 | Nov 3, 2016 | D | 49,965 | — | D | 0 | I | Held for the benefit of Reporting Person's children |
| Common StockF1,F2 | Nov 3, 2016 | D | 109,343 | — | D | 0 | I | Held by a trust of which Reporting Person is the beneficiary |
| Common StockF1,F2 | Nov 3, 2016 | D | 51,275 | — | D | 0 | I | Held by Lew & Laura Moorman Charitable Fund |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F3 | $5.09 | Nov 3, 2016 | D | 136,819 | D | — | — | Common Stock | 136,819 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $19.51 | Nov 3, 2016 | D | 23,084 | D | — | — | Common Stock | 23,084 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $38.62 | Nov 3, 2016 | D | 4,473 | D | — | — | Common Stock | 4,473 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $34.41 | Nov 3, 2016 | D | 3,334 | D | — | — | Common Stock | 3,334 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Inception Parent, Inc. and Inception Merger Sub, Inc., dated as of August 26, 2016 (the "Merger Agreement"), in exchange for a cash payment of $32.00 per share without interest thereon (the "Merger Consideration").
- F2Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive Common Stock shares of the Issuer.
- F3Cancelled pursuant to the Merger Agreement, in exchange for Merger Consideration.